Securities Code: 002542 Securities Abbreviation: *ST Zhongyan Announcement Number: 2026-065
Zhonghua Rock and Soil Group Co., Ltd.
Special Self-Inspection Report on Application for Pre-Restructuring and Restructuring to the Court
The Company and the entire Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or significant omissions.
Special Risk Warning:
Zhonghua Rock and Soil Group Co., Ltd. (hereinafter referred to as the "Company") held the 31st extraordinary meeting of the Fifth Board of Directors on July 17, 2026, and deliberated and passed the "Proposal on Applying for Restructuring and Pre-Restructuring to the Court." According to the "2026 First Quarter Report," as of March 31, 2026, the Company's year-end balance of cash and cash equivalents was approximately RMB 221 million, its short-term borrowings were approximately RMB 346 million (excluding interest), and its non-current liabilities due within one year were approximately RMB 1.072 billion. The Company's assets are difficult to realize in the short term, and it clearly lacks solvency. The Company intends to apply to the Intermediate People's Court of Chengdu (hereinafter referred to as the "Chengdu Intermediate Court" or the "Court") for pre-restructuring and restructuring on the grounds that it cannot pay its due debts with monetary funds but has restructuring value, hoping to resolve the Company's debt risks through restructuring, optimize the Company's asset-liability structure, and better protect the legitimate rights and interests of employees, creditors, and investors. The aforementioned proposal needs to be submitted to the Company's shareholders' meeting for deliberation, and whether it can be approved by the shareholders' meeting is uncertain.
According to the "Shenzhen Stock Exchange Stock Listing Rules" and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 14 — Bankruptcy Reorganization and Other Matters" and other relevant regulations, the Company has conducted a comprehensive self-inspection of major violations that may lead to the termination of its stock listing, major deficiencies in information disclosure or standardized operation, non-operating fund occupation, and illegal external guarantees, and the fulfillment of commitments. The specific situation is as follows:
I. Whether there are major violations involving national security, public security, ecological security, production safety, and public health and safety that may lead to the termination of the stock listing.
As of the disclosure date of this report, the Company has not committed any major violations in the fields of national security, public security, ecological security, production safety, and public health and safety that may lead to the termination of its stock listing.
II. Whether there are major violations involving fraudulent issuance, major information disclosure violations, or other serious violations that disrupt the securities market order, which may lead to the termination of the stock listing.
As of the disclosure date of this report, the Company has not committed any violations involving fraudulent issuance, major information disclosure violations, or other serious violations that disrupt the securities market order, which may lead to the termination of its stock listing.
III. Whether there are major deficiencies in information disclosure or standardized operation that may lead to the termination of the stock listing.
As of the disclosure date of this report, the Company has not had any major deficiencies in information disclosure or standardized operation that may lead to the termination of its stock listing.
IV. Non-operating fund occupation of the Company's funds by its controlling shareholder, actual controller, and other related parties.
As of the disclosure date of this report, the Company's controlling shareholder, actual controller, and other related parties have not occupied the Company's funds for non-operating purposes.
V. Illegal external guarantees by the Company.
As of the disclosure date of this report, the Company has not had any illegal external guarantees.